Insecure
by xxXAngel of InsanityXxx
Summary: Based of of promo for season 3 ep 5. Noah comes over to Marshall's house to see the video, but it turns into something more. How will Lionel react?


Based on the promo for next week

Marshall was just finishing up editing the video for his group project and laughed at how ridiculous he looked in his costume. As he watched the final product of his editing, he thought about how Lionel had asked him whether they were together because of their feelings for each other, or of it was because of simple math. He thought about how insecure he looked when he gave his vague answer. If anything, Marshall was the insecure one. He was always worried anything he would say would annoy or displease the flamboyant boy. It always seemed as if their relationship was teetering on the edge and anything could set it off balance. He always felt as if the blond haired male was always dancing away from him, only a small fragile piece of string to keep him close.

His mind wandered to when they had been experimenting with Noah. Noah. He didn't know much about the boy, but he seemed pretty cool. At the same time, he couldn't help but feel a little jealous when he had been kissing Lionel, but he also felt satisfaction when he felt Lionel tighten his grip around his waist when he had finally kissed Noah. He liked to think it was because of his boyfriend's possessive nature. When he asked the boy about it later, he simply laughed it off and said, "I know you're mine, so why should I need to be jealous?" Marshall simply blushed and turned away, not really wanting to see how hurt Lionel's words made him feel. It was as if he thought Marshall would always be there, like he knew how desperate he was. He wondered if they were really compatible after all.

His musings were cut off as he realized the video had stopped playing. After another minute, the video was secured on two discs, one of them acting as a back up. He heard the door open downstairs and wondered who it was. "Sure, he's right upstairs," he heard his dad say. He sat up, thinking Lionel had come to visit him, but he was surprised to see Noah opening his door and peeking inside. The boy gave a shy smile when he spotted him sitting on his bed. "Oh, hey. Did you need something?" he asked, curious as to why Noah had come over.

"I just wanted to see how the video was coming along," he replied, taking a step into the room. "Um, sure," Marshall said, walking over to his computer and pulling up the video, "Let me know what you think," he said, gesturing for him to sit in front of the computer, giving him a crooked smile, feeling kind of uncomfortable being with Noah without Lionel spicing up the conversation. He sat back down on the bed while he watched Noah look over the video. After the video was over, Noah turned back to Marshall, who was lying on his back, staring at the ceiling with a thoughtful look on his face.

"What are you thinking about?" he asked, leaning on the back of the chair. Marshall looked rather startled by the question, causing Noah to feel guilty. "Look if it's personal, I'm-"

"No it's not that, it's just… I just feel a little awkward about yesterday, I guess," he said, blushing a little, which Noah found rather cute. "Well don't. You kiss really well," Noah teased, lying next to Marshall on the bed. Not really hearing the teasing tone in the words, he simply looked at Noah with his soft brown eyes and asked, "Really?" After glancing as Marshall, Noah found his voice caught in his throat. Marshall had a habit of licking his lips unconsciously, causing his eyes to follow the movement. His cheeks were tinted red, giving him that shy flushed look, and his eyes were warm and trusting. He saw why Jason always glanced at him and why Lionel was always hovering around him.

He leaned a little closer, his breath heavy with lust. "Yeah," he breathed, closing the gap between their lips. He placed his hands over Marshall's wrists and his knees on both sides of his waist, effectively trapping Marshall on the bed. He licked his bottom lip, asking for entrance, which Marshall was more than happy to give.

After a few minutes, they parted, gasping for air. Noah stared into Marshall' s warm chocolate eyes and gave him another chaste kiss, only this time next to his lips. He continued, trailing kisses down to the base of his neck, down to the collar of his shirt. "W-wait," Marshall breathed out. Noah looked up at the brunette with questioning eyes, his fingers only moments away from lifting up his shirt. "What is this? I-I mean is this experimenting like yesterday, or I mean, is it like-mmmff!" Marshall rambled before being cut off by a pair of lips.

"Marshy, you home?" an overly flaming voice called from downstairs. The two boys looked at each other before scrambling to different side of the bed. "Y-yeah, I'm up here," Marshall called, still flustered from the events that had just taken place. "Hey baby…" Lionel greeted, trailing off as he saw Noah casually lying on the side of his boyfriend's bed as if he had been there for ages, "Hello Noah, what are you doing here?" he asked tightly, trying not to let the jealousy seep into his voice.

"H-he was just taking a look at the video," Marshall answered quickly, glancing over to Noah nervously, an action Lionel did not miss. He narrowed his eyes dangerously, gripping his bag tightly. "Something going on with you two," he said suspiciously. "No there isn't," Marshall denied quickly, getting off the bed. Noah could feel his heart clench at how quickly Marshall was willing to forget what had just happened. "Yes, there is," Noah, countered, taking a quick look at the other boy's shocked face. He stepped off the bed in front of Marshall protectively.

"What are you talking about?" Lionel growled, taking a step forward so he was almost touching noses with Noah. Marshall quickly stepped between the two boys, hoping they wouldn't rip each other's throats off. "It's nothing, Lionel, don't worry about it-" he was cut off as Noah wrapped his arms around his waist and pulled him against his chest, glaring at the blond haired boy, his eyes telling him 'back off', which he did not like. "And what," he said in a low dangerous voice, "do you think you're doing with my boyfriend?" he said as he yanked Marshall towards him angrily, causing him to crash into Lionel's chest. He threw his arms around him and pulled him close, enjoying the jealousy flashing in Noah's eyes.

"You weren't so hesitant about sharing him yesterday," Noah shot back, balling up his fists at his sides. "Well maybe that was a mistake," Lionel growled, "Now get lost!" Noah simply sneered at him before storming out, slamming the door behind him. Marshall simply stood still, eyes screwed shut, waiting for his boyfriend's fiery temper to be directed at him any moment, but instead he heard a soft sigh as he felt something soft against his eyelids. His eyes fluttered open to see Lionel's face an inch apart from his, their foreheads pressed against each other's.

"Romance, remember?" he said softly, placing a soft kiss on his cheek, "So, are you going to tell me what happened?"

Marshall was surprised at how Lionel was being, but answered anyway. "He was watching the video, and then I said I felt awkward because of yesterday, and he said I was a good kisser, and then we just started kissing, and I just felt so confused because I felt like we were drifting apart, and you wanted to experiment and I felt like I wasn't good enough anymore and- and- I just don't know anymore," Marshall rambled nervously, messing with the hem of his shirt, trying to hide the tears from his emotional roller coaster.

"Hey, hey, it's okay. I'm not mad. It's just… you thought you weren't good enough?" Lionel asked, a note of disbelief in his voice.

"When you asked me whether we were together because of how we felt or just math, it made me think how you're always out there and flirty with everyone and it made me think that if there were more gay guys, you probably wouldn't have even looked me in the first place. I mean, I'm not exactly the best-looking guy out there, you know? And then you want to do that thing with Noah and it kind of felt like you were tired of just having me. Then you told me you didn't have anything to be jealous of, and it made me feel like you knew that. I guess, I'm just really insecure when it comes to you," he finished, falling back on the bed, feeling like a weight was lifted off his shoulders after his speech.

"You are unbelievable," Lionel deadpanned.

"What?" Marshall asked, a little shocked.

The other boy climbed on top of Marshall, his position similar to the one Noah had not ten minutes ago. "I can't believe you would think that you weren't good-looking. You are cute, sexy, and absolutely fabulous. I mean you even had Jason after you for a while. Straight-as-a-ruler Jason! I was the one who was insecure about you leaving me for another guy. I mean I called you my boyfriend, didn't I?" he said, staring intensely into Marshall's eyes, "I love you, Marshall."

"I don't know what to say," Marshall breathed out.

"Say you love me back," he pleaded, brushing his nose against his cheek.

"I love you," he said, capturing Lionel's lips in a soft chaste kiss, "but what happened to labels and love being gross words like vagina?"

"I'll say vagina a million times if it means that you won't leave me," he chuckled.

"I'll think I'll stick with 'I love you'," Marshall giggled.


End file.
